What is the decision to create. Sample the decision of the founders about the appointment of the director. Sections of the meeting protocol

The solution of the sole founder of LLC is one of the main constituent documents to create an organization with one participant. The main purpose of this document:
witness the fact of making a decision on the establishment of LLC;
approve the charter of the future LLC;
give the company by authorized capital and set its size;
Determine the address of the location of the organization and the executive body of the Company.
Below is a sample: The solution of the sole founder of LLC. You can use it by filling out empty fields.
Download decision .

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Decision of the founder № 01
Limited Liability Company

«__________________»

City __________ ________________ 2019

I, citizen of the Russian Federation, ________________________________________________, passport of a citizen of the Russian Federation Series: ________, number: __________, issued: ______________________, Date of issue _______________________, Division code: _____________, Registration location: Postal Code , the city ________________, ul _____________________ ____ House ____ Apartment _______, guided by the current legislation of the Russian Federation, adopted the following decisions:

1. To establish in the procedure established by law, the Limited Liability Company "________________", performing the only founder of the above-mentioned society.

2. To approve the Charter of the Limited Liability Company "_________________".

3. Relieve a limited liability company "Romashka" by the authorized capital in the amount of __________ (__________________) rubles ___ kopecks.

4. The share of the founder in the authorized capital of the Company is 100%. The nominal value of the share of the founder is __________ (__________________) rubles ___ kopecks. The contribution is to be submitted only by money for four months from the date of state registration of the Company.

5. The Sole Executive Body of Limited Liability Company "__________" is the General Director:
____________________________________________________________________________________
with the term of office for five years.

6. Determine the address of the company's location: Postal Code __________________, city _________________, ul ____________, house _____, office _____. At this address there is a permanent executive body.

7. Register a limited liability company "_________________" in the manner prescribed by law.

The only founder of the Limited Liability Company "__________":

___________________________________________________________________ _________________

Starting to the creation of Ltd., first of all it is necessary to take care of the documentary decomposition of the decision on the establishment of a limited liability company. The legislation of the Russian Federation provides for a list of the necessary documents, among which the solution of the sole participant, the Protocol of the General Meeting of the founders and the order for the appointment of the Director. These papers must be submitted to the tax authority at the place of registration of the Company.

Registration Ltd.: list of documents

For the establishment of a company in the tax office, the list documents below are provided.

Application form 11001.

Notarization is not required if the statement will come to submit all the founders at once. If LLC is registered by proxy or with the help of a notarial office, then the application will have to certify notaries. Otherwise, the founders fill each list "Sheet H" (can be filled with free online servers, they minimize errors when filling).

The decision of the Founder of the Company

Served if LLC registers the only founder. Notarially assumed the document is not required.

Conducting a meeting and drawing up a protocol

Protocols of all meetings of the Company are fed into one folder. It is possible that the participants of the society will need extracts from these documents (statements are certified by the general director).

It is not necessary to notarize the meeting protocol in the following cases:

all participants in the LLC sign the document. Or part of the participants (if it is recorded in the Company's Charter);
fixation of the decision-making procedure using technical means (audio and video);
other powers permitted by the Law of the Russian Federation.

The above methods should be displayed in the Company's Charter or in an additional decision.

The exception to this rule is still present.

Be sure to notarize the protocol on increasing the authorized capital of LLC. It is spelled out in the FZ of the Russian Federation "On the increase in the authorized capital", Article 17 Part 3.

How to make a contract of founders

The agreement determines the procedure for conducting joint activities of the Company's participants. The signature put all the founders of LLC.

The contract of founders includes the following items:

the total size of the authorized capital of LLC;
the size and evaluation cost of the contribution of each participant;
terms of payment for the shares of each of their participants (order, deadlines).

The contract itself is notarized notarized. In the event of the release of participants from the composition of LLC it will take a notarized copy of the contract of founders about the establishment of LLC. Together with a copy, the participant's emerging from LLC will require an extract from the register. It concludes data on the size and cost of a particular share.

Sample of the statute of LLC.

Law of the Russian Federation "On OOO" from 02.08.1998 with meas. and add. (relevant in 2017) provides for the mandatory sections of the document. If the general meeting of the founders in the protocol confirms the authenticity of the charter of the LLC created, then notarization is optional. With the consent of all owners, you can go through the procedure for the assurance of the document in the notary. Since 2016, it has been possible to register LLC on the basis of a model charter.

The charter should be drawn up in two copies, the general director of the LLC may assure it. On the last page of the numbered, missing and fastened printing of the document, a signature is made: "A copy is true. CEO. Signature. Full name. Date".

Since 2014, you can assure a copy of the charter in the tax authority. The registration procedure lasts up to five working days. For an additional fee, the term of assurance will be reduced.

Notarization of documents

The notarization of the copy of the statute is still relevant. You will need a passport and two instances of the charter. The notary will rest independently and will power the documents.

Legal entity as a founder of LLC

Not only individuals can create LLC. Different combinations are admissible: legal entities and individuals, only legal entities. When there is a legal entity among the founders, the standard list of necessary documents is complemented by the following securities.

The charter of a legal entity, which is the founder of LLC (a copy of the Charter is notarized).
The contract of the founders of a legal entity (notarized copies).
A copy of the protocol of the meeting of the founders of the Juralice on the entry into the composition of the new LLC.
The protocol of founders, confirmation of the authority of the general director of the Jurlitz, which is part of the founders of the new LLC (+ a copy of the passport of the general director).
Extract from an incorporation (notarized).
Certificate issued by the register (his copy), a copy of the data on the appointment of OGRN Jurlitsa - the founder.
Copies of testimonies from the tax service on registration and assignment of the INN (notarized).

If the founders are citizens or legal entities of another state

Documents for the registration of LLC foreign citizens and legal entities are notarized. Apostille also takes place.

Apostille (FR. Apostille) is an international standardized form of filling information about the legality of the document for presentation in countries recognizing such a form of legalization.

Instead of money - Property Deposit

Based on the amount set out in Article 15 of the Federal Law "On OOO", a property contribution to the authorized capital of LLC was allowed. In this case, it is worth providing documents on property (checks, coupons, receipts, warranty coupons, invoices, vehicles, notarial testimony - that is, all that confirms the presence and belonging of the property.

Implemented property is estimated at the general meeting of founders with the execution of the Protocol. An expert assessment with official conclusion is welcome.

Implemented property is drawn up by the appropriate act.

What is the difference between the founder of LLC and its participant

The founder is the founder of LLC (physical, legal entity). Decides all organizational issues on registration of the organization. From the moment of official registration of LLC, all founders are called participants in the Company.

New participants can enter LLC. This happens in such cases:

personal contribution to Kapital LLC;
buying, receiving a gift, the inheritance of the share.

There are changes in the participants - this is a reason to make changes to the charter. The presence of one participant is necessarily.

Meeting Protocol: Registration Rules

The protocol pages are stitched, the meeting chairman puts signature at the crosslink place. 2 copies of the protocol are executed.

Shelf life is the entire period of existence of LLC. Therefore, the following requirements are presented to their accounting and registration:

The text is printed only on one side of the sheet.
Mandatory numbering of protocols. Protocol numbers are recorded as follows: 01, 02 - 09, 10, etc.
All protocols are stored in a single folder, or are collected in folders by year.
Up to three days, the meeting must be issued according to the rules.

Table: Who should compile and sign the protocol

Do you need a print on the protocol

At the initial stage of the creation of Ltd. Printing. And so it is not put. Subsequently, when society acquires printing, it is allowed to put it on the protocol.

Data for making a meeting protocol:

date and venue;
personal data of each meeting participant;
list of issues discussed;
the result of the voting;
information about persons who voted "against" or abstained.

Correspondence voting to make information in the protocol

The law of the Russian Federation is not prohibited by such correspondence voting. The Meeting Protocol includes information about early victims. The date and results of absentee voting is indicated.

The protocol is drawn up in accordance with the requirements of Article 181 of the Civil Code of the Russian Federation.

Sections of the meeting protocol

Protocol hat.
Date, time and venue.
Listing composition (founders, invited persons). If the founders of more than 15 people are issued an application to a protocol with a complete listing.
Information about the selected Chair and the Secretary of the Assembly.
All information about the agenda meeting should begin with "O ...". The link to the agenda itself is not allowed.
Briefly describes the essence of each agenda item of the meeting. The decision is indicated for each question.
Voting results for each of the items.
On each issue of the agenda is written output.

Registration of the Protocol Meeting of Founders Ltd.

Registration of the solution of the sole founder of LLC

Suppose the founder in the only person registers LLC. In this case, no assembly of founders needed, and the founder issues a decision (Federal Law No. 14-FZ "On Limited Liability Societies" - relevant in 2017).

What items contains the decision of the founder

Document number, date, place of decisions.
It is indicated that the founder (Full name) decided to create a Ltd. (organization name).
Information about the placement of the organization (legal address).
Data on the authorized capital (size, deadlines). The size of the authorized capital of LLC is at least 10 thousand rubles (relevant in 2016). When opening the bookmaker, providing insurance services, issuing loans for various needs, the production of alcoholic beverages - in this case, the lower threshold of the authorized capital will be significantly higher.

"The minimum amount of the authorized capital of the organizer of gambling in the bookmakers or a tote is set in the amount of 100 million rubles. Only funds can be made to pay for such authorized capital. Cash funds cannot be used to form such authorized capital. "

Law FZ No. 244 dated December 21, 2006. Actual in 2016.

On approval of the Company's Charter.
Appointment of the head of LLC.

An example of registration of the decision of the Founder Ltd. is shown below.

Decision on the appointment of the Director-General

The decision on the appointment of the head is made by the founders of LLC. However, there is a significant difference in the design: the founder is one - the decision is made, the group of founders is drawn up the meeting protocol.

The founder is one - prepare the decision

The founder can independently fulfill the responsibilities of the general director, as indicated in the decision. Information about the appointed general director Ltd. is submitted to the tax office for making information from the EGRUL (FZ 129 Article 5, relevant in 2016).

Group of founders - make up the protocol of the General Assembly

The Protocol of the General Assembly of the founders is decided to appoint a general director of LLC. The appointed Director-General may be among the founders of LLC. The protocol is notarized to provide a tax service.

Currently, the creation of LLC for a novice entrepreneur does not represent special difficulties. All that will be required for the start is a clear algorithm for compiling, registration and submission of documents. The LLC organization allows you to work and make a profit from both a group of entrepreneurs and the only founder.

Decision №1
The only founder about the establishment
Joint Stock Company "_________________"

Place of decision making: ____________

Date and time decision: "__" ____________ 2014, 10:00.

I, Citizen (ka), Fm.o. Founder (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ___________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. ____),

if the founder is a legal entity:
- The proprietary name of a legal entity represented by the head of the head of Fm.o. acting on the basis of the Charter (OGRN 0000000000000, TIN: 0000000000, PPC: 000000000, address of the location: 000000, _______, ul. __________, p .___, d .__, office ___),

being the only founder of the closed joint-stock company

1. Create Joint-Stock Company "__________________" (hereinafter - society).
2. To approve the authorized capital of the Company in the amount 10,000 (ten thousand)rubles divided into 10,000 (ten thousand)ordinary registered uncertified shares with a nominal value of 1 (one) ruble each.
3. Shares of the Company, distributed under its institution, must be fully paid over the year from the date of state registration of the Company. At the same time, at least 50 (fifty) percent of the shares distributed in the establishment of the Company must be paid within three months from the date of state registration of the Company. Payment for shares is produced
Option 1: Cash to the cash register or to the settlement account of the Company.
Option 2: Property: ___________________________, ____ PC.
4. To approve a monetary assessment of the property of the Company's founded by the Founder in the payment of the Company's shares in the amount of 10,000 (ten thousand)rubles, according to the report on the assessment of the market value No. ______ from _______. Made by an independent appraiser - the name of the appraiser (appraisal firm).
5. Approve the Charter of the Company.
6. Election by the General Director of the company F.O. (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. .____).
7. To approve the draft employment contract (contract) with the General Director of the Company.
8. Option 1: Choose an auditor of the company F.O.O.
Option 2: To elect by members of the Company's Audit Commission: F.I.O., F.O.O., F.O.O.
9. To elect by members of the Board of Directors of the Company:

- FULL NAME. (Passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. .____);
- FULL NAME. (Passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. .____);
- FULL NAME. (Passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. .____);
- FULL NAME. (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, division code: 000-000, registration address: 000000, ________, ul. _____________, d .__, sq. .____).

10. To approve the "Full Name of the Registrar" registrar, as well as the terms of the contract for the maintenance and storage of the register of owners of registered securities.

Founder's signature:
FULL NAME. Founder __________________

if the founder is a legal entity
Position of the head
Corporate name of a legal entity
FULL NAME. leader ___________________
MP

Attention: Members of the Audit Commission (Auditor) of the Company cannot be members of the Board of Directors of the Company, a person who performs the functions of the sole executive body of the Company and members of the collegial executive body of the Company.

It is strange, but the law does not provide for the requirements for the form and content of solutions of the only shareholder to which all voting shares of JSC, as well as the only participant in LLC. Meanwhile, the business, ranging from small and ending with large enterprises, has not limited its activities by the framework of one legal entity and in most cases a group of companies that have at least several legal entities - subsidiaries with a single shareholder / participant. In this regard, the question of the order of registration of solutions of the Sole Shareholder / Participant is now especially relevant, because it has come to meetings at the end of the year and fixing the decisions taken on them.

You will learn answers to many questions and get ready-made samples of documents! What is confirmed by the status of the only shareholder / participant? What questions relate to his competence? How to make his decision (if he is a saline, or a legal entity, or a foreign company)? But we will tell about the assurance of a copy, making discharge and storage of solutions in the next issue of the magazine.

It is known that in joint-stock companies (AO) and limited liability companies (LLC), regulatory legal acts and the charter identified the deadlines and procedure for convening, conducting general meetings of shareholders / participants. The legislation on JSC also identifies the procedure for the preparation and requirements for the content of the Protocol manufactured by the general meeting of shareholders. At the same time, there is only an indication that the protocol of the General Meeting of the Participants is conducted by the Executive Body of the Company. Despite this omission, in practice the protocol of the General Assembly of LLC participants in their form and content, by and large, identified the protocol of the General Meeting of Shareholders in JSC.

And the most interesting thing: the law does not provide for the form for the form and content of the shareholder solutions to which all voting shares of AO (the only shareholder), as well as a participant who owns a share of 100% in the authorized capital of LLC (the sole participant). Here on this "probe" we will focus.

What to confirm the powers of a single shareholder / participant?

The permissions of the Sole Shareholder / Member of the Company are consolidated in its constituent document - the Charter. Partners and government agencies are usually a notarized copy of this document or a regular copy, certified by the general director (other executive body) of the Company, and in rare cases - a copy certified by the registering authority.

The law obliges JSC to indicate information about the fact that the Company's shares belong to one person 1, in contrast to LLC. But, despite the fact that the law does not establish such requirements for LLC, it will still be superfluous, primarily to avoid misunderstanding and the emergence of unnecessary issues by the authorities and persons who can be provided with the authority of the sole participant in certain cases.

By the way, as a sole shareholder or member of the Company can act as a legal and individual. At the same time, as a general rule, the AO cannot have a different economic company as a single participant, consisting of one person 2. A similar requirement is also on LLC 3.

It is necessary to take into account that if the documents confirming the powers of a single shareholder / participant will need to be submitted, for example, to state bodies or to court, then, as often happens, one charter will not be enough. In this case, it will be necessary to further submit an extract from the shareholder register with respect to AO or a list of participants in relation to LLC. For clarity, we give samples of such documents in examples 1 and 2 as they are in practice.

In addition, as an additional document confirming the powers of a single shareholder / participant, an extract from the Unified State Register of Legal Entities 4 may be required. Requesting this document, government agencies often establish "its shelf life", for example, they can be satisfied with the extract from an incorporation received no earlier than 2 weeks before its presentation.

What does he decide?

The only shareholder in AO (and participant in OOO) is authorized to solve issues related to the exclusive competence of the General Meeting of Shareholders (participants of LLC), despite the fact that it turns out to be in a single person (according to paragraph 3 of Art. 47 of the Federal Law on JSC and Art . 39 of the Federal Law on OOO).

In JSC, the competence of the General Meeting of Shareholders was determined by paragraph 1 of Art. 48 of the Federal Law on JSC (we do not give this long quotation here to be able to publish more examples of documents for various cases; because you can familiarize yourself with the text of the law in the reference and legal system, on the Internet or from your lawyer). It must be said that not all the issues listed at this point are considered in societies, all the shares of which belong to one person (for example, the definition of the procedure for conducting a general meeting and the election of members of the Court of the Court of Accounts loses its relevance for a single shareholder). In addition, it should be noted that the provisions of the Federal Law on JSC regarding the approval by the Company of transactions with interest and major transactions are not applied to societies consisting of one shareholder, which simultaneously performs the functions of the sole executive body (clause 7 of Art. 79 and paragraph 2 Art. 81 of the Federal Law on JSC). And what is the meaning of a separate document shareholder or participant to approve the transaction concluded by him as a general director?

Similarly, things are in LLC: With the competence of the general meeting of the participants, which "flows" to the only member of the Company (it is defined in Art. 33 of the Federal Law on LLC), with the procedure for convening / holding a meeting, with approval of transactions with interest and major transactions (clause 6 of Art. 45 and paragraph 9 of Art. 46 of the Federal Law on OOO).

When is the solution necessarily?

In cases established by law, the only shareholder / participant must make a decision on mandatory. And for JSC, and for Ltd. this case is the case of a decision at the end of the year.

In JSC, the only shareholder is obliged annually, within the deadlines established by the Company's Charter, but not earlier than in 2 months and no later than 6 months after the end of the fiscal year 5 (i.e., from March to June, inclusive) decide on issues:

approval of annual reporting, annual accounting reporting, including income reports and loss (profit and loss accounts) of society, as well as
profit distribution (including payment (announcement) of dividends, with the exception of profits distributed as dividends on the results of the first quarter, half of the year, nine months of the fiscal year) and the losses of the Company based on the results of the fiscal year;
on the election of the Board of Directors (Supervisory Board) of the Company 6, the Audit Commission (Auditor), the approval of the Company's Auditor;
other issues related to the competence of the General Meeting of Shareholders.

The only participant in Ltd. should no less often than 1 other year by its decision to approve the annual results of the Company's activities 7, namely:

approve the annual report and annual balance sheet;
distribute clean profits.

This decision must be taken within a period determined by the Company's charter, but in any case, not earlier than in 2 months and no later than 4 months after the end of the fiscal year (i.e. from March to April).

All other solutions of the sole shareholder / participant, in addition to the decision at the end of the year, are extraordinary.

On the expansion of the "Agenda"

In practice, there are cases when, by the time of adoption of the annual decision, questions are brewing, in fact, not related to the annual results of the Company's activities (for example, approval of a major transaction or amending the Charter, etc.). If, in solving a single shareholder / participant, along with compulsory issues, other issues will be solved, then this will not be able to contradict law without any doubt. Nevertheless, it can cause some inconvenience when presenting a copy of such a decision to third parties.

Example 3.

Imagine this situation. Society with one participant, wanting to get a loan in a bank to buy real estate, represents a non-small number of documents confirming its real solvency to the bank for its request. If the conclusion of a loan agreement will be a major transaction for society, the bank will certainly require a protocol / decision of the authorized bodies of approval of such a transaction. And this is quite explained, since the Bank needs to exclude all possible risks of recognition of the concluded transaction invalid (after all, if the transaction requiring approval by the highest governing body of the Company will not be approved, and both before its conclusion and after, then under certain circumstances, it may be It is invalid, as a result, everything received by the transaction must be returned to the parties). And if the only participant in such a society reflected all the questions important for him, including the approval of the conclusion by the Company by the Company of the Credit Treaty, in one document - the decision at the end of the year, the Bank will be aware of the fact that it does not relate to the issue of obtaining a loan. It does not always be profitable to society. Moreover, the Bank may have additional issues in connection with randomly received information.

You could argue - there is a way out of this situation: you just need to provide an extract from a solution from a solution in which you can omit everything too much. But after all, the bank can urge the original decision or a copy of it ... and it will be difficult for him to refuse.

Documentary decisions

Unified form of solving a single shareholder / participant, unfortunately, no. The law defines only the fact that the decision is made by a shareholder / participant individually and is issued in writing. Thus, the solution can be made in an arbitrary form, but better:

this is done using details that are usually used for organizational and administrative documentation (this is a reason to recall our favorite GOST R 6.30-2003), and taking into account the practice of working with this type of documents in AO and LLC;
to approve the decision form in the local regulatory act of society, such as the provision on the only shareholder / participant, then the errors in its design will be less.

The form form of the sole shareholder / participant (hereinafter, we will simply call it a "solution") similar to the typical form of a well-known order to us. Therefore, we comment on the design of only individual details of the solution.

There are organizations in which it is generally not customary to register this kind of documents. They explain this by the fact that the solutions of the only shareholder / Participant are exclusively internal documents, whose originals rarely leave the native walls. And if there is a need to submit a decision to a third party, a certified copy of the solution or an extract from it is usually provided. In order to avoid confusion, we recommend registering and assign not only a date, but also the number to such solutions.

Often there are decisions on which the name of the organization appears within the name of the type of document, and not a separate first string on it. Then it turns out that the decision is made not on the form of the organization, so in signatures of the only shareholder / participant, the name "posts" includes the name of the organization. At the same time, the number number is written next to the word "solution", and the place of publication and the date are also available as when designing a contract (compare examples 4 and 5). To such an option, contrary to the recommendations of the GOST R 6.30-2003, are already accustomed to all and many consider it the only true.

The emergence of this practice for the most part is due to the fact that decisions of shareholders / participants often draw up lawyers who are well focused on the proper content of these documents, but do not own the skills of organizational and administrative documentation - they have no understanding of the function of each props. Yes, and GOST R 6.30-2003 is a recommendation. Not only lawyers are accustomed to such design, but also participants / shareholders themselves, as well as government agencies and counterparties that see these documents. In order not to risk once again and do not bring to the need to proof by their rightness, for example, when the State Court decides to justify the delay in the soldiers to the design of your documents, we recommend "riding with the total flow rate", i.e. make decisions as "all lawyers".

The date of the decision is the date of its adoption by the only shareholder / participant. At the same time, pay attention to the legislatively enshrined periods for decision-making at the end of the year (we called them higher for AO and Ltd.). Usually, the date is issued by Arabic numbers in the sequence of the day, month and year, separated points (for example, 20.04.2012 ) or verbal digital method (for example, April 20, 2012). In the second case, the word "year" is completely not written, but use the reduction of "G.". In important documents, the number in the date you need to write with two numbers (for example, 09) so that no one has attributed to nine / not imprinting the figure 1 or 2, turning on April 9 in the 19th or 29th.

The text of the decision is conventionally divided into the introductory and main part:

the introductory part includes information about the only shareholder / participant:
- for individuals - Full name, passport details, address of the place of residence; For legal entities - name, registration data, address of the location;
- an indication that it is the only shareholder (participant);
- the number of shares owned by the shareholder (the size of the participant's share of 100% of the authorized capital of the Company);
and ends with the words "decided" or "decided", which can be written at the end of the first paragraph (according to the Russian rules, see example 9) or on a separate line (by analogy with the order form, see examples 10 and 11);
the main part of the text includes actually made decisions on one or several issues related to the competence of a single shareholder / participant listed in the text in order. The decision for each question is written, starting with a new paragraph using the ordinal numbering.

Recall the rules for making a mark on the availability of applications:

Example 6.

The mark of the availability of applications (at the same time another document is attached to the second application)

As part of the props "Signature" Instead of the usual "Position post" in decision, we will write the "only shareholder" or "single participant" (the name of the Company is added if the document is not drawn up on his letterhead), and then, as always, the personal turncheck and FULL NAME. See Examples from 9 to 11.

If another organization b is as a shareholder / participant in the organization, the signature on the decision puts the head of the organization B (see example 11).

The decision is usually bonded by the seal of the Company, which is located next to the sole shareholder / participant. Please note: even if the sole shareholder / member of the Company is a legal entity B, the decision of the Company A, but not a legal entity b, whose head he signed it. That is, this is a kind of exception from rulethat the seal is assigned the signature of an authorized person signing a document on behalf of the Organization.

The decision of the shareholder is drawn up in 2 copies, as established on the protocol of the General Meeting of Shareholders in paragraph 1 of Art. 63 federal on JSC. The decision of the participant Ltd. is recommended similarly to 2 copies, despite the fact that in relation to the protocol of the general meeting of participants, this in the Federal Law on LLC is not specifically spelled out.

If the solution is made on 2 or more pages, its sheets should be properly flashing with a thin ribbon or thick thread. At the place of stitching on the back, paste a small piece of paper on which to write "stitched, numbered, certified by signature and printing 3 (three) sheets" and the date. Then to put the signature of the sole shareholder / participant and the seal of the Company so that they partially disposed on the decision sheet and partly on the glued sheet with the inscription. It happens that the executive body of the Company (i.e., director, general director, etc.) puts on the stitching (ie, the director, general director, etc.), which is not a mistake due to the unresolvedness of this issue by law.

if he is an individual (example 9) and at the same time general director (i.e., the sole executive body, see Example 10);
if he is a legal entity (example 11) and at the same time foreign (example 12).

It must be said that not in all cases of the Will of the Sole Shareholder / Participant can be expressed in the form of a decision. This follows from paragraph 11 of the information letter of the Presidium of the Supreme Court of the Russian Federation of March 13, 2001 No. 62 "An overview of the practice of resolving disputes related to the conclusion of major transactions and transactions in which there is an interest." This letter says that in societies consisting of one shareholder, a document, an equivalent decision of the General Meeting of Shareholders, is the solution of this shareholder or other written document, which expressed his will (agreement to the transaction). Thus, the consent of the shareholder / participant to the commission of a large transaction or transaction in which there is an interest, can be expressed in another document, in particular, in a letter. At the same time, it should contain all the conditions provided by law to be included in the Protocol of the General Meeting of Shareholders / Participants on the approval of a large transaction and a transaction in which there is an interest. A sample of such a letter is given in Example 13.

The feature of this example is the presence of an English-language version of the owner's solution - an offshore company, which is very often found in LLC and JSC.

As you can see, this letter is made not on the Blanche of Ltd., but written on behalf of the individual - the sole participant in the LLC and does not have print print (compare with the document from Example 9).

If 100% of the share in the share capital of the LLC belonged to a kind of legal entity, for example, CJSC, then this will be on his letter for a letter lettering might make this document and put the prints of his press on it.

Limited Liability Company is a popular legal form of the implementation of commercial activities in the Russian Federation. The current legislation provides for the mechanisms of impact on legal entities in order to control the actions carried out, their legality.

Today we will talk about what decision on the creation of Ltd., consider the characteristic features of the procedure for registering the legal structure, the nuances of the design of the accompanying documentation.

The decision to establish LLC is a document confirming the fact of the consent of the acting persons with the subsequent registration of a commercial organization. Features of design depend on the number of founders (sole founder or group of concerned citizens).

The current legislation provides for the following list of requirements for constituent documentation:

Copies of certifying securities of the sole founder or group certified by an authorized person (notary).
The protocol of the first and subsequent assemblies of the founders. You will learn how to make an extract from the protocol of the General Assembly.
Registration of an authorized document regulating further professional activities.
Agreement on the possibility of creating a limited liability company.
Rental of real estate intended for office arrangement.
Orders on employment management and controlling departments.
Acts confirming the fact of enrollment, movable or real estate on the balance sheet of the organizational structure under consideration.
Receipts about the presence of founding contributions to the formation of authorized capital.

How the decision of the founders of the LLC will be accepted here:

With the employment of a foreign citizen, a special form of submission of an application is required.

It's important to know! The list of limited liability participants may vary, depending on the specifics of professional activities (expand or decline).

Conducting a meeting and execution of the Protocol

Legislation provides for fixing the following information in the Protocol of the First Meeting:

actual date and place of the Constituent Assembly;
the list of actors (for individuals is indicated by passport details, for legal - the main details of professional activities);
the candidacy of the chairman and secretary of official negotiations;
the agenda, the list of the question under consideration;
the actual results of the meeting.

Decision on the creation of LLC - the adoption stages

The above-mentioned document is formed together with the charter of a future limited liability company. Since the registration of a legal entity is absent (and no press), the founders assure the seriousness of intentions by signature.

Specify the timing of drawing up better on the fact of collecting other accompanying documentation (the list will be shown below), since there is a risk of imposing administrative responsibility for violating the procedure for registration of LLC.

The list of necessary papers includes the following instances:

Protocol meeting or decision on the creation of a commercial structure.
The statement decorated by unified.
Articles of association. How to draw up the Tired Ltd. and what you need to specify in it - read.
List of participants in society and a copy of the founding contract.

The accompanying documentation is sent to the notarial office to assign.

Sample decision on the creation of LLC.

Further list of actions is subject to the provisions of the current legislation:

in the bank, where funds used as the authorized capital are translated;
in a financial institution, the state duty is paid in the amount of 4,000 rubles (for registration of LLC) and 400 rubles for issuing a copy of the constituent document (the charter of the organizational structure);
the package of necessary papers is transferred to the Department of the Federal Tax Service (FTS). It is noteworthy - the solution and charter are filed in the form of two copies;
additionally, it is required to provide a lease agreement for office, or a certificate of ownership of non-residential square meters.

A week later, the authorized body reports the founder about the successful procedure for registering the organizational structure. A citizen takes a certificate confirming the legality of the Company's commercial activities.

It's important to know! Every year the norm of current legislation is tougher to counteract the creation of offshore companies, fraud.

Decleavation requirements

According to the Civil Code of the Russian Federation, the above document includes the following details:

The actual date and place of the decision on state registration of LLC.
Passport details and name of the founder or group of physical / legal entities.
State name of the organizational structure being created.
Full legal address, but for the constituent document, the instructions of the settlement.
The magnitude of the authorized capital. The minimum size is 10,000 rubles and is made only in the form of cash. Property deposit will require its additional design.
Record about the availability of the statute of a limited liability company.
Personal information about the candidate for the post of general director of the commercial organization. Additionally, the polling time is indicated for the estimated period, it is usually 1-5 years.

Minutes of the meeting of founders about the establishment of LLC.

Form and sample

The current legislation does not provide for a unified form of filling, however, the above requirements regulate the final type of document.

The text does not allow corrections, distortion or strokes. It is prohibited to use cuts other than generally accepted (by type "ul." Or "d.").

It's important to know! The only founder of LLC has the right to appoint himself to the post of general director, as well as the chief accountant. And the design of the decision on the creation on more than one sheet is fraught with firmware and numbering sheet A4.

Conclusion

The decision to establish LLC is a document confirming the fact of the voluntary consent of the founders to create a commercial structure. The signing of the paper also imposes responsibility for the participants for the creation of authorized capital, professional activities.

The current legislation does not have a unified sample of the design of the above-mentioned document, but there are general requirements.

How to create Ltd. with one founder You will learn in this video: